cleantech Acquisition Corp.

Approval unlocks conversion of the preferred below the conversion floor, so the share count issuable is uncapped by price — the dilution risk is set by where the stock trades, not by a fixed number. The company agreed to hold this vote no later than November 3, 2025, and the preferred terms make failure costly: triggering events include suspension from trading or failure to list within set periods, non-payment of declared dividends, a default, redemption or acceleration on at least $500,000 of indebtedness, and failure to cure a conversion failure.

The company committed to hold this vote no later than December 31, 2024 to permit conversion at a price below the stated Conversion Price, and the instrument resets against the lower of a Floor Price and the Market Price, so the Conversion Price automatically drops to that Adjustment Price on an adjustment date. Triggering events include failure to list within set periods, unpaid dividends, default or acceleration on at least $500,000 of indebtedness, and an uncured conversion failure; a bankruptcy event gives the holder a redemption right.

An eightfold increase in authorized shares — from 625,000,000 to 5,000,000,000 — against 57,317,025 shares actually outstanding at the record date is authority far beyond any identified use, and it is being sought alongside approval to convert secured term debt into that stock. Warrants for a further 37,472,526 shares are already outstanding, taking the fully exercised count to 94,789,551. Delivery failures on conversion carry cash liquidated damages per $1,000 of shares, so the lender's remedies bite quickly.

An eleventh amendment is itself the signal — this registration statement has been reworked repeatedly, and the consideration is now stated component by component rather than as one number. Nauticus preferred stock converts first, yielding 15,062,524 CLAQ shares; five unsecured convertible promissory notes held by Goradia Capital, Material Impact Fund II, In-Q-Tel, Schlumberger Technology Corporation and Transocean, each amended on December 16, 2021, convert next for 5,299,543 shares; only then does each Nauticus common share convert at a Per Share Merger Consideration of 14.2069 shares.

Four days after the ninth amendment, the portion of the document read here is identical to it apart from the cover date and the amendment number — same parties, same three consideration tranches, same blank meeting notice. Whatever this amendment changed lies outside that portion, so no change is recorded rather than one being inferred from the numbering. A tenth amendment is itself the signal worth keeping: the registration statement had been through nine revisions before this one and was still not effective.

Consideration is stated in three separate tranches rather than one number: 15,062,524 shares to holders of Nauticus preferred stock on its conversion, 5,299,543 shares to holders of five named unsecured convertible promissory notes on their conversion, and then Per Share Merger Consideration of 14.2069 shares of CLAQ common stock for each remaining Nauticus common share, plus Earnout Shares. The notes are held by Goradia Capital, Material Impact Fund II, In-Q-Tel, Schlumberger Technology Corporation and Transocean. The meeting notice is blank: 'at a.m./p.m., Eastern time, on , 2022'.

Nauticus preferred stock converts into common immediately before the effective time, for which 15,062,524 shares of CLAQ common stock are issued, and five unsecured convertible promissory notes — held by Goradia Capital, LLC, Material Impact Fund II, L.P., In-Q-Tel, Inc., Schlumberger Technology Corporation and Transocean Inc., each amended on December 16, 2021 — convert as well, for which 5,299,543 CLAQ shares are issued. Each resulting Nauticus common share then converts into Per Share Merger Consideration of 14.2069 CLAQ shares plus Earnout Shares.

Nauticus preferred stock converts into common immediately prior to the Effective Time, for which 15,062,524 shares of CLAQ common stock are issued. Five unsecured convertible promissory notes then convert as well, the first being the note dated June 19, 2021 between Goradia Capital, LLC and Nauticus; each of them was amended on December 16, 2021, the same date the Merger Agreement itself carries, so the note amendments belong to the signing of this deal rather than to a later event. The existing Nauticus Robotics, Inc. is renamed Nauticus Robotics (Texas), Inc.

Nothing in this filing changes the deal, so no figure in it should be read as a new term. The exhibit index does identify what the transaction rests on: the Merger Agreement dated as of December 16, 2021 among CleanTech, CleanTech Merger Sub, Inc., Nauticus Robotics, Inc. and Nicolaus Radford at Annex A, Amendment No. 2 to it dated June 6, 2022, the warrant agreement dated March 10, 2021 and the rights agreement dated July 14, 2021, each with Continental Stock Transfer & Trust Company, and a form of 5% Original Issue Discount Senior Secured Debenture.

Nauticus preferred stock converts into common immediately prior to the Effective Time, and 15,062,524 shares of CLAQ common stock are issued to those preferred holders. The target is the former Houston Mechatronics, Inc., and at closing the existing Nauticus Robotics, Inc. is renamed Nauticus Robotics (Texas), Inc. while the SPAC takes the Nauticus Robotics, Inc. name — the two entities swap identities, so a reader matching names across filings has to check which one a document means.

Nauticus preferred stock converts into common immediately prior to the Effective Time, and an aggregate of 15,062,524 shares of CLAQ common stock are issued to the holders of that preferred. The target is the former Houston Mechatronics, Inc.; at closing CleanTech takes the name Nauticus Robotics, Inc. and the existing Nauticus Robotics, Inc. becomes Nauticus Robotics (Texas), Inc., so the same name denotes two different entities either side of the closing.

As of this amendment the merger agreement carries one amendment, dated January 30, 2022; later amendments of this same registration statement describe a second, and nothing from those belongs in this row. The consideration stated here is in tranches: 15,062,524 shares to holders of Nauticus preferred stock on conversion, 5,299,543 shares to holders of five named unsecured convertible promissory notes, and Per Share Merger Consideration of 14.2069 shares plus Earnout Shares for each remaining Nauticus common share. Nauticus common stock carries a $0.01 par value.

Two companies will carry the same name at closing, and the filing resolves it by renaming both: CleanTech becomes Nauticus Robotics, Inc. while the existing Nauticus Robotics, Inc. becomes Nauticus Robotics (Texas), Inc. Anything keyed to the name alone points at the wrong entity across that boundary. The consideration is set out piece by piece, not as one number: Nauticus preferred stock first converts into Nauticus common stock of $0.01 par value, 15,062,524 shares of CLAQ common stock go to those preferred holders, and convertible notes are handled separately.

The names cross over at closing: CleanTech is renamed Nauticus Robotics, Inc. while the existing Nauticus Robotics, Inc. becomes Nauticus Robotics (Texas), Inc. Post-closing filings and any name-based matching must therefore distinguish the listed parent from the operating subsidiary, which briefly share a name. The meeting's date, time and virtual location are all left blank in this amendment, so no meeting date and no redemption deadline can be taken from it.

The price is a Rule 457(f)(2) artefact: Nauticus is private, no market exists for its securities and it has an accumulated deficit, so the aggregate is one-third of the par value of the securities being exchanged and carries no information about value. The share count does: footnote (1) splits it into 30,031,279 shares issuable to holders of Nauticus common stock after the preferred and convertible-note conversions, 4,055,704 shares underlying converted Nauticus options, and 7,500,000 earnout shares. Roughly one share in five is contingent or unexercised rather than delivered at closing.